introduction to renewable energy project finance … to renewable energy project finance ... •...
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1 | FEDERAL ENERGY MANAGEMENT PROGRAM femp.energy.gov
FEDERAL ENERGY MANAGEMENT PROGRAM
Introduction to Renewable Energy Project Finance Structures
Jason Coughlin [email protected]
October 3rd, 2012
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Project Finance Structures
• Why is this topic relevant?
– Increase your understanding of the project finance process with a “behind the scenes” look at common structures used when financing renewable energy projects with a Power Purchase Agreement (PPA).
– Introduce terminology.
– Project finance structures can influence certain terms in the PPA.
– May need to novate contracts, provide consent and/or agree to assignment of documents given that ownership can change over the life of the project.
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Existing Resources
Milbank presentation to FUPWG* – 4/12/12 Lots of excellent details on taxes, incentives, and project structures. http://www1.eere.energy.gov/femp/pdfs/fupwg_spring12_regante.pdf
NREL’s Renewable Energy Finance portal Sources information from a number of public and private sources https://financere.nrel.gov/finance/
*Federal Utility Partnership Working Group
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Traditional Renewable Energy Project Development Framework
• Site identified • Project approved Project
• Appropriations • ESPC* or other mechanism Fund
• RFP • Select Developer/EPC Contractor* • Project Installed
Build
• Ownership resides with host agency • Staff or outside entity for O&M*
Own and Operate
* Energy Services Performance Contract * Engineering, Procurement and Construction * Operations and Maintenance
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Emergence of PPA-based Financing for Renewable Energy Projects
• Site identified • Project approved Project
• RFP for a PPA provider • Select PPA provider • Sign license, easement or other land use
agreement (LUA) Contract
• Third party investors fund project • Developer manages construction
Fund and Build
• Third party investors will own project • O&M subcontracted out by project owners
Own and Operate
• Year one price per kWh fixed • Annual escalator • End of term options
Host Purchase of Electricity
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Host Agency
Project Company
Developer/ Winning Bidder
Introducing the Project Company
1
2
3
1,
Example Process Overview 1. Developer selected. 2. Developer creates Project Company. 3. Contract documents either 1) signed with the Project Company, 2) novated to Project Company, or 3) some other arrangement?
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• The Project Company is the legal owner of the project
• Often referred to as an SPV or an SPE
• Limited Liability
The Project Company
Project Company
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PPA Transaction
Project Company
Host Agency
Relationships • Significant contracts and assets at
the Project Company level. – Project assets/cash flows, equity
investments, contracts, insurance, warrantees and reserves.
• Solar Developer(s)
• EPC Contractor
• Investors
• Lenders
• Lawyers, Consultants, et.
Project Company Relationships
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Developer
Host Agency PPA
Sale of the Project Company
Investor Group
Project Company EPC
RFP process
Host Agency Project Company PPA
Sale of Project Company
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• Partnership Flip
• Sale Leaseback
• Inverted Lease
Project Finance Structures
Project Company
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Developer
Host Agency
PPA and land use agreement (LUA)
Partnership Flip
Investor Project Company
“Flip”
• Equity Investor in the transaction before project is placed in service. • Investor initially majority owner then flips to minority owner. • After flip, developer can buy out investor. • Relatively straightforward exit for investor. • Flip can be time-based or yield-based.
99% to 5%
1% to 95%
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Investor (bank)
Owner/Lessor
Project Company (Lessee) Host Agency
Sale Leaseback
Project assets sold Leased back
Developer
• Assets are sold and leased back rather than the company itself. • Investor has 90 days after project is placed in service to enter in to the transaction. • PPA and site relationship remain with Project Company during lease. • Exit less straightforward for investor; lessee needs to re-purchase assets.
PPA and LUA
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Developer
Owner/Lessor
Host Agency
Project Company (Lessee) Investors
51-100%
0 - 49%
Inverted Lease
Percentages are indicative
“Pass through” of the Tax credit
Assign PPA and LUA
• Separates tax credit from depreciation. • Investor in before placed in service date. • Easy exit for investor at end of lease term.
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Developer
Project Company
Host Agency
Inverted Lease after Investor Exit
Conceptual rather than actual legal representation of structure after investor exit.
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Developer • Access to capital to fund projects • Cost to buyout investor • Timing of return on investment • Ability to monetize depreciation • Amount of risk willing to absorb • Number of potential
investors/partners
Investors • Target return • Short or long term investment • Ease of exit • Accounting treatment • Depreciation benefits • Familiarity with structure • Degree/types of risks to assume • Relationship with developer
How a Structure is Chosen
Developer – Investor Continuum
“tug of war”*
*The return – and returns – of tax equity for US renewable projects. 2011. Bloomberg New Energy Finance www.bnef.com/WhitePapers/download/54
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Summary
• Third party financing has dramatically impacted the market. • Complex financial structures are involved in financing PPA-based renewable energy projects. • Legal ownership of projects and assets can and will likely change throughout the life of the project. • Financing structures have the potential to influence PPA terms with the Host Agency.
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Contact Information
Tracy Logan Federal On-Site Renewable PPA Program Lead (202) 586-9973 [email protected] NREL Contacts Chandra Shah – 303-384-7557 – [email protected] Stephanie Savage – 303-275-3950 – [email protected] Jason Coughlin – 303-384-7434 – [email protected]